


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)

                              Polymer Group, Inc.
                              -------------------
                               (Name of Issuer)

                    Common Stock, par value $0.01 per share
                        (Title of Class of Securities)

                                   731745105
                                (CUSIP Number)

              MatlinPatterson Global Opportunities Partners L.P.
         MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
             MatlinPatterson Global Opportunities Partners B, L.P.
                      MatlinPatterson Global Advisers LLC
                      MatlinPatterson Global Partners LLC
                     MatlinPatterson Asset Management LLC
                              MatlinPatterson LLC
                               Mark R. Patterson
                                David J. Matlin
                           (Name of Persons Filing)

                                 Robert Weiss
                      MatlinPatterson Global Advisers LLC
                              520 Madison Avenue
                           New York, New York 10022
                           Telephone: (212) 651-9525

           (Name, Address and Telephone Number of Person Authorized
                    to Receive Notices and Communications)

                                 May 30, 2003
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the
following box [  ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes)
                        (Continued on following pages)



                                (Page 1 of 7)

<PAGE>

Introduction.

This Schedule Amendment No. 2 amends and supplements the Schedule 13D
Statement filed on March 17, 2003 (the "Initial Statement") as amended and
supplemented by Amendment No. 1 to Schedule 13D, filed on April 14, 2003
("Schedule Amendment No. l"). The Initial Schedule 13D, Schedule Amendment No.
1 and Schedule Amendment No. 2 and are collectively referred to herein as the
"Statement".

          The Initial Statement was filed on behalf of (i) MatlinPatterson
Global Opportunities Partners L.P., ("Matlin Partners (Delaware)") a limited
partnership organized under the laws of Delaware, MatlinPatterson Global
Opportunities Partners B, L.P., (the "Opt-Out Fund") a limited partnership
organized under the laws of Delaware, and MatlinPatterson Global Opportunities
Partners (Bermuda) L.P., ("Matlin Partners (Bermuda)"), collectively with the
Opt-Out Fund and Matlin Partners Delaware, "Matlin Partners"), a limited
partnership organized under the laws of Bermuda, (ii) MatlinPatterson Global
Advisers LLC, ("Matlin Advisers") a limited liability company organized under
the laws of Delaware, by virtue of their investment authority over securities
held by Matlin Partners, (iii) MatlinPatterson Global Partners LLC, ("Matlin
Global Partners") a limited liability company organized under the laws of
Delaware, as general partner of Matlin Partners, (iv) MatlinPatterson Asset
Management LLC, ("Matlin Asset Management") a limited liability company
organized under the laws of Delaware, as the holder of all of the membership
interests in Matlin Global Partners and Matlin Advisers, (v) MatlinPatterson
LLC, ("MatlinPatterson") a limited liability company organized under the laws
of Delaware, as the holder of all of the membership interests in Matlin Asset
Management, (vi) and Mark Patterson and David Matlin each, as a holder of 50%
of the membership interests in MatlinPatterson (Matlin Partners (Delaware),
Matlin Partners (Bermuda), the Opt-Out Fund, Matlin Advisers, Matlin Global
Partners, Matlin Asset Management, MatlinPatterson, Mark Patterson and David
Matlin, collectively, the "Reporting Persons" and each a "Reporting Person"),
for the purpose of disclosing the beneficial ownership of the Reporting
Persons in Polymer Group, Inc. (the "Issuer") pursuant to the Debtor's Joint
Second Amended and Modified Plan of Reorganization (the "Plan"), approved on
January 16, 2003 by the United States Bankruptcy Court for the District of
South Carolina (Case No. 02-5773(w)).

          Schedule Amendment No. 1 was filed for the purpose of disclosing the
execution of a letter agreement on April 11, 2003 (the "Letter Agreement")
between the Issuer and Matlin Partners (Delaware).

          Capitalized terms used and not defined in this Schedule Amendment
No. 2 shall have the meanings set forth in the Statement.

          This Schedule Amendment No. 2 is filed on behalf of the Reporting
Persons for the purpose of disclosing 1) the execution of Amendment No. 1 (the
"Note Amendment"), dated as of May 30, 2003, among the Issuer, each of the
entities indentified under the caption "Guarantors" on the signature pages
thereto and Matlin Partners (Delaware) amending the Senior Subordinated Note
Purchase Agreement dated as of March 5, 2003 and the Senior Subordinated Note
and 2) the amendment of the Convertible Notes pursuant to the Supplemental



                                (Page 2 of 7)

<PAGE>

Indenture (the "Supplemental Indenture") dated as of May 30, 2003 among the
Issuer, the subsidiary guarantors named therein and Wilmington Trust Company,
as trustee.

Item 4    Purpose of Transaction

See Item 6 of this Schedule Amendment No. 2.

Item 6.   Contracts, Arrangements, Understandings or Relationships With
          Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented by adding
the following to the end of said Item 6:

As of May 30, 2003, Matlin Partners (Delaware) entered into the Note Amendment
and the Issuer entered into the Supplemental Indenture so that interest that
accrues on the New Senior Subordinated Note from March 6, 2003 until January
31, 2005 and interest that accrues on the Convertible Notes held by Matlin
Partners (Delaware) from March 6, 2003 until January 5, 2004, will not be
required to be paid by the Issuer in cash, but rather will, at the sole option
of the Issuer, be payable through the issuance of an additional principal
amount of New Senior Subordinated Note and Convertible Notes, respectively
("PIK Notes"), which PIK Notes shall also provide that interest is payable in
additional principal amount of New Senior Subordinated Note and Convertible
Notes, respectively, in full and complete satisfaction of any and all accrued
and unpaid interest on such New Senior Subordinated Note and Convertible
Notes.

This disclosure is qualified by reference to the Note Amendment and the
Supplemental Indenture which are attached hereto as Exhibit 10 and 11
respectively and which are incorporated herein by reference.

Item 7    Materials to be Filed as Exhibits

Item 7 of this Statement is amended and supplemented as follows:


      Exhibit No.     Description
      -----------     -----------

           10         Amendment  No.1,  dated as of May 30, 2003 among
                      Polymer Group,  Inc., each of the entities indentified
                      under the caption "Guarantors" on the signature pages
                      thereto and MatlinPatterson Global Opportunities
                      Partners L.P.

           11         Supplemental Indenture dated as of May 30, 2003 among
                      Polymer Group, Inc., the subsidiary guarantors named
                      therein and Wilmington Trust Company, as trustee.

           12         Joint Filing Agreement, dated as of June 5, 2003, by
                      and among MatlinPatterson LLC, MatlinPatterson Asset
                      Management LLC, MatlinPatterson Global Advisers LLC,
                      MatlinPatterson Global Partners LLC, MatlinPatterson
                      Global Opportunities Partners L.P., MatlinPatterson



                                (Page 3 of 7)

<PAGE>


                      Global Opportunities Partners (Bermuda) L.P.,
                      MatlinPatterson Global Opportunities Partners B,
                      L.P., Mark Patterson and David Matlin.



                                (Page 4 of 7)
<PAGE>

                                   SIGNATURE

          After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.

Dated: June 5, 2003

                                    MATLINPATTERSON LLC


                                    By:  /s/ Mark R. Patterson
                                         -------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:  Member


                                    MATLINPATTERSON ASSET MANAGEMENT
                                    LLC


                                    By:  /s/ Mark R. Patterson
                                         -------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:  Member


                                    MATLINPATTERSON GLOBAL ADVISERS
                                    LLC


                                    By:  /s/ Mark R. Patterson
                                         --------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:  Chairman


                                    MATLINPATTERSON GLOBAL PARTNERS
                                    LLC


                                    By:  /s/ Mark R. Patterson
                                         --------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:  Director


                                    MATLINPATTERSON GLOBAL
                                    OPPORTUNITIES PARTNERS L.P.


                                    By:  MatlinPatterson Global Partners LLC


                                    By:  /s/ Mark R. Patterson
                                         --------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:   Director



                                (Page 5 of 7)
<PAGE>

                                    MATLINPATTERSON GLOBAL
                                    OPPORTUNITIES PARTNERS B, L.P.


                                    By:  MatlinPatterson Global Partners LLC


                                    By:  /s/ Mark R. Patterson
                                        ---------------------------------------
                                        Name:  Mark R. Patterson
                                        Title:   Director


                                    MATLINPATTERSON GLOBAL
                                    OPPORTUNITIES PARTNERS (BERMUDA) L.P.

                                    By:  MatlinPatterson Global Partners LLC

                                    By:  /s/ Mark R. Patterson
                                         --------------------------------------
                                         Name:  Mark R. Patterson
                                         Title:  Director

                                    DAVID J. MATLIN

                                    By:  /s/ David J. Matlin
                                         --------------------------------------
                                         Name:  David J. Matlin

                                    MARK R. PATTERSON

                                    By:  /s/ Mark R. Patterson
                                         --------------------------------------
                                         Name:  Mark R. Patterson



                                (Page 6 of 7)
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

   Exhibit No.     Description
   -----------     -----------

       10          Amendment  No.1,  dated as of May 30, 2003 among Polymer
                   Group, Inc., each of the entities indentified under the
                   caption "Guarantors" on the signature pages thereto and
                   MatlinPatterson Global Opportunities Partners L.P.

       11          Supplemental Indenture dated as of May 30, 2003 among
                   Polymer Group, Inc., the subsidiary guarantors named therein
                   and Wilmington Trust Company, as trustee.

       12          Joint Filing Agreement, dated as of June 5, 2003, by and
                   among MatlinPatterson LLC, MatlinPatterson Asset Management
                   LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson
                   Global Partners LLC, MatlinPatterson Global Opportunities
                   Partners L.P., MatlinPatterson Global Opportunities Partners
                   (Bermuda) L.P., MatlinPatterson Global Opportunities
                   Partners B, L.P., Mark Patterson and David Matlin.



                                (Page 7 of 7)

